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EXHIBIT 10.15(d)
ASSIGNMENT OF COGEN LEASE
THIS ASSIGNMENT OF LEASES (the "Assignment") is made as of the
8th day of April, 1993 by EXXON CORPORATION, a New Jersey corporation, having a
principal office at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 ("Assignor") to BAYWAY
REFINING COMPANY, a Delaware corporation, having a principal office at 0000 Xxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor owns the Bayway Refinery and certain related
facilities and assets in Linden, New Jersey (the "Refinery");
WHEREAS, Assignor is this date conveying to Assignee the
Refinery; and
WHEREAS, in furtherance of the conveyance of the Refinery and
such additional assets, Assignor desires to assign to Assignee and Assignee
desires to accept from Assignor all of Assignor's interest in and to that
certain Lease Agreement; as set forth on Exhibit A annexed hereto (the "Lease
Agreement").
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, Assignor and
Assignee hereby agree as follows:
1. Assignor hereby assigns to Assignee, and Assignee hereby
accepts from Assignor the Lease Agreement, a true and
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complete copy of which is attached hereto as Exhibit A, together with any
security deposit as set forth on Exhibit B.
2. From and after the date hereof, Assignee hereby agrees to
assume and fulfill in all respects Assignor's obligations accruing after the
date hereof with respect to the Lease Agreement, except for those obligations
set forth in the Letter, as hereinafter defined. Except as otherwise expressly
provided for herein, Assignee shall indemnify, defend and hold harmless Assignor
from and against any Damages arising out of or in any way connected with the
Lease Agreement and accruing from and after the date hereof, and Assignor shall
indemnify, defend and hold harmless Assignee from and against any Damages
arising out of or in any way connected with the Lease Agreement and accruing
prior to the date hereof. For purposes hereof, "Damages" shall mean any
liability, obligation, cost, damage, fine, penalty, charge or expense, including
reasonable legal fees and cost of defending any claim, to the extent not
prohibited by law.
3. Notwithstanding the assignment of the Lease Agreement from
Assignor to Assignee, from and after the date hereof, Assignor shall remain
obligated to apply in Assignee's name to the State of New Jersey for a riparian
grant as to the Riparian Sweep Parcels (as such term is defined in that certain
letter dated August 31, 1992 from Xxxxxx Xxxxxxx of Exxon Company, U.S.A. to
Cogen Technologies Linden Venture, L.P. and Chicago Title Insurance Company (the
"Letter"), a copy of which is attached hereto as
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Exhibit C. Assignor shall perform all of the obligations required of it in the
Letter, provided, however, that Assignee shall cooperate with Assignor in all
respects regarding the application, including permitting the application to be
made in Assignee's name, signing the application and providing a certificate of
title, further provided that said cooperation is at nominal expense to Assignee.
Assignor further agrees to indemnify, defend and hold harmless Assignee from and
against any Damages arising out of or in any way connected with the Letter as a
result of Assignor's failure, to obtain the riparian grant as to the Riparian
Sweep Parcels, as provided herein.
4. This Assignment shall be governed by and construed in
accordance with the laws of the State of New Jersey.
5. This Assignment shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment the day and year first above written.
EXXON CORPORATION, A New
Jersey corporation, Assignor
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------
Name (printed): Xxxxxx X. Xxxxxxxx
Title: Agent and Attorney in Fact
BAYWAY REFINING COMPANY, a
Delaware corporation, Assignee
By: /s/ XXXXXX XXXXXXX
--------------------------------------
Name (printed): Xxxxxx Xxxxxxx
Title: President
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EXHIBIT A
True copy of Exxon Corporation and Cogen Technologies Linden
Venture, L.P. lease agreement entered into on or about August 9, 1990.
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01359
CONFIRMATION OF ASSIGNMENT OF COGEN LEASE
This Confirmation of Assignment of Cogen Lease ("Confirmation") by and
between Exxon Corporation, a New Jersey Corporation, having a principal
office at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 ("Exxon") and Bayway
Refining Company, a Delaware Corporation, having an office at 0000 Xxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Bayway").
W I T N E S S E T H:
WHEREAS, under date of April 8, 1993, Exxon and Bayway executed that
certain Assignment of Cogen Lease (the "Original Assignment") pursuant to
which Exxon assigned to Bayway that certain Lease Agreement dated
effective August 1, 1990 between Exxon, as lessor and Cogen Technologies
Linden Venture, L.P., as lessee, covering certain property located in
Union County, New Jersey (the "Assigned Lease"); and
WHEREAS, under date of April 8, 1993, Exxon and Bayway also executed
that certain Memorandum of Assignment of Cogen Lease, recorded on April
14, 1993 with the Union County Register's Office at Deed Book 3950, Page
251 et seq. (the "Original Memorandum of Lease"), in order to evidence of
record the assignment of the Assigned Lease; and
WHEREAS, the Original Assignment inadvertently failed to mention a
certain Letter Agreement dated September 27, 1991 between Exxon
Corporation and Cogen Technologies Linden Venture, L.P. (the "Parties")
and an Amendment to Ground Lease Agreement dated as of July 31, 1992,
between such Parties; and
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WHEREAS, the Original Memorandum of Lease inadvertently failed to refer to
the Letter Agreement dated September 27, 1991.
NOW, THEREFORE, Exxon and Bayway hereby confirm that the definition of
Lease Agreement as set forth in the Original Assignment and the Original
Memorandum of Lease includes the Letter Agreement dated September 27, 1991
between Exxon Corporation and Cogen Technologies Linden Venture, L.P. and the
Amendment to Ground Lease Agreement dated as of July 31, 1992 between such
Parties.
IN WITNESS WHEREOF, Exxon and Bayway have executed this Confirmation as of
April 8, 1993.
EXXON CORPORATION, a New Jersey
corporation
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title: Agent and Attorney in Fact
-----------------------------
BAYWAY REFINING COMPANY, a Delaware
corporation
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: President
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STATE OF TEXAS :
:
COUNTY OF XXXXXX :
I CERTIFY as follows:
1. On December 20, 1993, Xxxxxx X. Xxxxxxxx personally appeared before me;
2. I am satisfied that this person is the person who executed the attached
instrument as Agent and Attorney in fact of EXXON CORPORATION, a New Jersey
corporation; and
3. This person stated that (he/she) was authorized to execute the
instrument on behalf of EXXON CORPORATION, a New Jersey corporation, and that
(he/she) executed the instrument as the act of such corporation.
[SEAL]
XXXXX X. XXXXXXXXXXX
NOTARY PUBLIC /s/ XXXXX X. XXXXXXXXXXX
STATE OF TEXAS ---------------------------------------
EXPIRES 5-7-96 A Notary Public of Texas
STATE OF NEW JERSEY :
:
COUNTY OF :
I CERTIFY as follows:
1. On December 30, 1993, Xxxxxx X. Xxxxxxx personally appeared before me;
2. I am satisfied that this person is the person who executed the attached
instrument as President of BAYWAY REFINING COMPANY, a Delaware corporation; and
3. This person stated that (he/she) was authorized to execute the
instrument on behalf of BAYWAY REFINING COMPANY, a Delaware corporation, and
that (he/she) executed the instrument as the act of such corporation.
/s/ XXXXX XXXXXXXXX
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A Notary Public of New Jersey
XXXXX XXXXXXXXX
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 20, 1996
